He's All That
by RavenclawPianist
Summary: Emma makes a bet with Regina that she can turn any guy into a Prom King. She just didn't count on that guy being artsy student Killian Jones.
1. Chapter 1

**Disclaimer: I do not own OUAT, She's All That, or any of the characters. **

Emma Nolan, senior captain of the varsity softball team and future member if the freshman class at Duke University in the fall, had a slight problem. Prom took place in two weeks and one day and she was without any prospects for a date. Her boyfriend- _ex-boyfriend_ she mentally amended herself- had dropped out of high school a month previously to get onto a reality show called "I Can Eat That," the premise of which was a group of ten people travelling around the country to try weird foods and one contestant was kicked off the show each week. It was a good riddance to a lame boyfriend, but left her high and dry for the most important dance of high school.

"You could always go solo," Regina, Emma's best friend and biggest competition, said as they left seventh hour history for the parking lot.

"No way," Emma replied. "The prom queen can't go alone. It's just sad."

Regina smirked. "Slow down, your highness, you haven't been elected queen yet."

"But we both know that I'll be chosen," Emma grinned. "So really I just need to choose some lucky guy to be my king."

"Do you honestly think that you could turn a random guy into prom king material?" Regina demanded.

"Easily," Emma answered confidently. "Just name the guy and within two weeks he'll be transformed into a prom king."

"Do I hear a bet?" Regina challenged, pushing her dark hair away from her face.

Emma's eyes sparkled with excitement. "The usual terms?"

"Agreed," Regina offered a hand. The two girls solemnly shook hands before Regina looked around at the male students hanging around the outside of the school. "How about the blond?"

Emma glanced at the blond guy with a pierced eyebrow. "Isn't that Ruby's new guy? Victor?"

Regina frowned. "I forgot they started going out," she looked around again, a devious smile forming on her lips when her gaze landed on a boy sitting on the curb in front of the main doors. "What about Art Boy?"

Emma followed her gaze. The boy in question had shaggy dark brown hair that almost fell into his eyes. His skin was nice, although a small scar crossed one cheekbone. Peeling letters on his worn shirt spelled out "The Beatles." He kept his head down, doodling in a sketchbook.

"Accepted," Emma replied, waving goodbye to Regina as she crossed the sidewalk and lawn to approach the boy. She stopped directly in front of him, her shadow falling on his sketch. "Hey, it's Killian, right?"

His head jerked up, startlingly blue eyes meeting her green ones. He quickly closed the sketchbook and shoved it into the backpack beside him before standing up. "Yeah, hi."

"Hi," Emma gave him her nicest smile. "I'm Emma."

"Yeah, I'm pretty sure everyone at this school knows who you are," he replied, voice slightly accented. "Can I help you with something?"

"Actually, I'm here to help you," Emma said. "Are you doing anything tonight?"

Killian's blue eyes narrowed in suspicion. "I am, actually. Why do you care?"

Emma recognized her charm wasn't enough to get his cooperation. Switching tactics, she became blunt. "Look, we both know you're not really high on the social totem pole here. I want to help with that."

"I'm not going to be your charity case, thanks," he replied, slinging his backpack over a shoulder.

Emma grabbed his arm to keep him from turning away. "High school sucked for you, right? Wouldn't you like to actually enjoy the last month of it?"

"No offense, but I don't think your crowd is the kind I'd enjoy running with," Killian answered. He pulled his arm away and walked to the bike rack, unlocking a scraped silver bike.

She trailed him to the rack. "So what are you doing tonight?"

He sighed, clearly tired of the conversation. "There's an art exhibit on the third level of the public library that gets changed every week. I like to check it out." Killian hopped onto his bike and pedaled away, leaving Emma by the empty bike rack.

"I think I'm going to go to the library tonight," Emma commented that evening at the dinner table with her parents. Her father's knife clattered out of his hand.

"The library?" He repeated. "Do you even know where that is?"

Emma stuck her tongue out at him. "Ha ha, Dad. It's over on Sixth Street."

"Do you have research for a class to finish?" her mother asked, dishing another helping of vegetables onto all of their plates.

"No," Emma replied. "I heard there's an art exhibit there and thought I'd check it out."

"I never knew you were such a fan of art," David remarked.

Emma shrugged. "I guess you could call it a new interest."

"Mhmm," Mary Margaret smiled. "And what is the name of this new interest?"

Emma smiled sheepishly. "Killian. I'm going to try to make him into prom king material. Regina and I made a bet."

"You should not use people, Emma," Mary Margaret said, voice stern. "People are not projects."

"I know, Mom," she replied. "But this way I can try to help Killian have some fun before high school's over. I mean, he's pretty much a nobody, and if nothing else I can get him a few friends. Aren't you always telling me to help people? I'll be helping Killian."

"Has Killian agreed to accept your help?" David asked.

"Not exactly," Emma admitted. "But I'll convince him."

Mary Margaret started to argue, but David cut her off. "It's her choice to mess with someone else's life. She'll have to deal with the consequences."

The library was an old brick building on the edge of the city square. Its first floor held the children's, young adult, and adult fiction sections; second floor was strictly nonfiction. The third floor had been turned into an exhibit space for local artists of all kinds. Small windows let natural light into open room where people wandered from art piece to art piece. A small table by the top of the staircase held both a small pamphlet with information about the art and artist and a little notebook where people could write their reactions. In the center of the hardwood floor laid a red and tan woven rug.

Emma looked around the room, noting the paintings hanging on the walls. She walked over to a particularly bright painting of the ocean as seen from a boat, standing beside the dark haired boy there with his hands in his pockets. "Imagine seeing you here," Emma commented quietly.

Killian didn't even bother to look at her. "Since when do you care about art?"

"Honestly, I don't really," she replied. "But I wanted to continue our conversation and you said you'd be here."

"I'm still not going to be your charity case," he muttered, leading her to the next painting, a piece depicting two children playing in a puddle of mud.

Emma pursed her lips. "You wouldn't be a charity case. Look, the people I hang out with are all basically the same. Have you ever considered that maybe I want to hang out with someone different for once and chose you?"

"I call bullshit on that one," he said. "You could hang out with anyone, why choose the random guy you've never spoken to?"

"Why not choose the random guy I've never spoken to?" Emma countered. "Like I said, you're not like my friends. You don't play a sport, you probably don't spend the weekends at parties where all people do is drink and hook up with whoever they think is hot this week, I highly doubt you would think it's a good idea to leave school to try and become famous on a reality show, and something tells me that you want to get out of this town nearly as much as I do."

Killian finally looked at her, and she was once again struck by the blueness of his eyes. "Why would you want to leave the town where you are basically royalty?"

She stuffed her hands into the pockets of the hoodie she wore. "Maybe I don't want to always be royalty. I mean, people know me as one thing and don't ever bother to ask if that's who I want to be. I'm sick of that, so I'm leaving in the fall for a place where no one knows me."

"I applied for a summer art program in Italy," he admitted quietly. "I don't like how I'm seen here either. I'm thinking that Europe might be better."

She leaned over and nudged him with her shoulder. "Then why don't you let me help you change how you're seen at school? If you still hate it, at least you can run off to Italy."

Killian didn't reply, just stared at her for a minute. Finally he nodded. "I'll make you a deal. If you help me change how people see me, I'll let you be whoever you want to be around me."

"Deal," Emma grinned, following him to another painting. She looked at the mess of greens and blues on the canvas in front of them. "You know," she murmured. "I kind of like these paintings."


	2. Chapter 2

**Disclaimer: I do not own OUAT, "She's All That" or the characters.**

Saturday morning at ten o'clock sharp Emma pulled into the parking lot of the local mall in her yellow bug. Killian sat on a bench near the mall's entrance, his bike already locked to a rack and his head bowed over his sketchbook. She stepped out into the nearly empty parking lot and walked over to him, ignoring the few other early shoppers of the day arriving.

"I wasn't even sure if you'd know where the mall is," she teased. "It seems a bit main-stream for you."

He rolled his eyes, shoving his sketchbook into the backpack that he slung over his shoulder. "Where do you think I buy clothes usually?"

"I don't know, I hadn't really thought about it," Emma admitted. "Now, let's start with a haircut," she said as she led him into the mall and towards a hair salon. She sat him down in a plastic chair as she spoke with one of the stylists, a petite blonde woman with her blonde hair pulled on top of her head in a bun. Together the women flipped through a style book, occasionally looking over at Killian and squinting their eyes as they tried to picture him with a certain hairstyle. After about fifteen minutes they came to some sort of agreement and Killian was led back to a chair in front of a mirror and counter.

"My name's Tina," the little blonde said. "So I hear you're letting your girlfriend give you a makeover."

"She's not my girlfriend," Killian blurted out, scratching behind his ear.

"Oh, we're not dating," Emma said at the same time, placing the style book on the counter. "So you're sure this is the right haircut for him?"

Tina nodded enthusiastically, spritzing water onto Killian's hair to make it easier to cut. "Oh, definitely. He'll look like a whole new guy when I'm done."

Emma nodded and grinned at the worried look on Killian's face. "Alright, I'll be over at the chairs. Good luck!" she walked back to the front of the little salon, sitting down in the plastic chair Killian had vacated. She pulled out her phone and started playing solitaire, wasting the time until Tina came back to get her.

The little blonde grinned. "Do you want to see the results before he's out of the chair?"

Emma followed her back to where Killian sat in front of a mirror, not looking at his reflection in it. His hair, previously shaggy, had been trimmed to leave a stylish swoop of hair across his forehead. The dark brown hair was longer on top and trimmed close on the sides of his head, giving his face some definition. Emma was surprised to see how the little change in his haircut had made his cheekbones look more pronounced. Maybe it was that his eyes were no longer partially hidden by his hair, she mused.

"You do really good work," Emma complimented the stylist. "What do you think, Killian?"

He finally looked up, eyes wide as he took in his reflection. He lifted a hand to run it through his shortened hair, nodding after a full minute of staring. "It looks good. Thanks, Tina."

Tina grinned, ruffling his hair a bit before removing the apron she'd draped over him to keep hair from getting on his clothes. "Not a problem. Let's go over to the register and then the two of you can continue on with the rest of your day. I heard there are some pretty good sales going on this weekend, so make sure you take advantage of that."

Minutes later Emma and Killian left the salon, walking towards the Old Navy in the mall. Killian kept reaching up and ruffling his hair, not used to it yet. Emma grabbed his hand the third time he reached towards his head. "Stop that. Your hair looks good."

Killian glanced down at their joined hands until she let go. He stuck his hands both into the pockets of his hoodie, shrugging as they entered Old Navy. "If you say so."

He wandered slowly through the men's clothing section, occasionally picking up a shirt only to put it back down. Emma rolled her eyes. "Okay, go sit down by the dressing rooms. I'll grab a few things and you can try them on."

Killian smiled in relief. "Thank you," he sat down on the bench she had indicated, immediately pulling out his sketchbook again. Emma shook her head and started flying through the section, pulling out pairs of pants and piling on shirts. As a last thought before going over to Killian, she threw a black leather jacket on top of the entire pile.

"Try these," she ordered, dropping the pile onto his lap. "I want to see each outfit before you're done."

Obediently Killian went into a dressing room as Emma took his seat. She tapped her fingernails against the side of the bench while she waited. Within a minute he came out of the room in a plain black, vee-necked t-shirt and a simple pair of dark washed jeans. Emma nodded in approval. "Good. Next?"

He disappeared again. Emma approved another pair of jeans and two more shirts, leaving just one more outfit to be seen. She found his sketchbook beside her on the bench while she waited the last time. Picking it up, she flipped idly through the heavy pages.

Her eyebrow lifted. Each of the pages held a rough portrait of people she vaguely recognized from around school. There was the guy who always sat in the corner of the cafeteria surrounded by textbooks and loose paper, the girl who did commentary during the basketball games, and even a sketch of the school librarian behind a computer. Emma heard the dressing room door open and closed the sketchbook, ready to ask about the drawings. The words flew from her mind as she took in Killian's latest look.

Black jeans clung to his legs, tucked into his beat-up black boots. A navy shirt underneath a black waistcoat hugged his torso, and over the whole thing he wore the black leather jacket that she had added to the pile as an afterthought. His new hair was ruffled from all the changing of clothes and his eyes looked bluer than ever in comparison to all the dark clothing he had on. "Well?" he asked, turning around and revealing that the jeans fit him just as well in the back as the front.

Emma blinked and cleared her throat. She rolled her shoulders back, a habit she had developed in softball when she needed to refocus. "Very good. You're wearing that outfit on Monday, alright?"

Killian nodded, going back into the dressing room while Emma stood up and shook out her arms, trying to block out how good he had looked in the leather jacket and black jeans. He reemerged with the pile of clothes in his arms and led the way to the cash registers. Emma checked her phone as he paid, his backpack over her shoulder. They walked out of the store and headed towards the food court.

"So, I hope you don't mind, but I looked in your sketchbook," Emma commented once they sat down with their take-away from a chain Chinese food stand. "You're really good."

He nearly choked on his lo mein noodles. "Oh, uh, thanks. Those are just works in progress though. I haven't put much time into them. My good sketches are in my work room at home."

"You have a full work room?" Emma asked, dipping an eggroll into sweet and sour sauce.

"It's actually just the basement," he conceded. "But I'm the only one who ever goes down there unless the power goes out, so we always just call it my work room."

"Could I see it sometime?" Emma asked around a mouthful of rice.

He shrugged. "If you want. But the deal was that this afternoon you get to make the plan. What do you want to do? Remember, you can be anyone with me."

She pushed some more rice around on her plate. "Would you mind if we go to the softball fields?"

He lifted an eyebrow. "It's your call, Nolan. If that's where you want to go, that's where we'll go."

Thirty minutes later they pulled into the parking lot by the softball fields at the high school. They had managed to squeeze Killian's bike partially into the truck of the Bug and dropped it off quickly at Killian's house before continuing on to their destination. Emma walked over to the nearest field, slipping her fingers into the chain-link fence. Killian sat down on a bleacher, watching her rock back and forth on her heels.

"I've come down here since I was seven," she said quietly. "My dad had taken me to a baseball game and I loved it; the cheering, the crack of a bat hitting the ball, the smell of hot dogs and popcorn, all of it. I wouldn't stop talking about it, so he taught me to it the ball, pitch, and catch that summer. The next summer he signed me up for a T-ball league. I've been playing ever since." Emma let go of the fence with one hand, swinging around so her back was against it instead. "I come down here sometimes when I just need to think or have quiet or whatever. I'd camp out here if I didn't know that my dad would track me down and bring me home."

Killian just listened, his blue eyes serious as he watched her. She smiled slightly at him before letting go of the fence and walking over to sit next to him on the bleachers. "Don't get me wrong, I love to play softball. It's just that sometimes I need to just be hear without the team and the fans and umpires and coaches and college scouts and just breathe, you know? Sometimes I bring the ball machine and hit a few rounds, but more often I just sit out here."

"Why did you bring me here with you?" he asked, no judgement, just curiosity in his voice.

She shrugged, leaning back on her hands. "You said I could be whoever I want around you, right? Well, this is who I want to be right now: the girl who loves softball, but doesn't need to attention or expectations that come with it. Whenever I'm here with people, I have to be the captain of the team, the star who's going to be playing at Duke. When I'm here alone," she paused, looking over at him. "Or now with you, I don't feel that pressure. I can just be me."

Killian held her gaze, a small smile forming on his lips. "You really meant it when you said you wanted a new friend who wasn't part of your group, didn't you?"

"Yeah," she said, looking away from him finally to stare across the empty field. "I did mean it."


End file.
